Open a company in Singaporefrom EUR 2,500

Which structure suits a foreign investor: a private limited company, a branch or a sole proprietorship?

Most foreign founders choose the private limited company (Pte Ltd). It is a separate legal entity, its shareholders are not personally liable for the company's debts, and it can have up to 50 shareholders. A foreign parent company can also register a branch, and an individual can trade as a sole proprietor or through a partnership. The table below shows the main differences.

A branch is often used by an established foreign company that wants to trade in Singapore under its own name. A Pte Ltd is usually the better fit for a new business, a regional holding company or an investor who wants to keep Singapore liabilities separate from the parent. We explain the options before you decide, because changing the structure later means a new registration.

Who can act as company secretary, and what counts as a registered office?

Besides a director, every Singapore company must have a company secretary. The rules are:

• the secretary must be appointed within six months of incorporation, and the position cannot stay vacant for longer than six months;
• the secretary must be a natural person who meets the local residency rules;
• if the company has only one director, that director cannot also be the company secretary.

The secretary keeps the company's statutory registers, prepares resolutions and minutes, and makes sure filings with ACRA are made on time. For a company with foreign owners and a single director, this role is normally filled by a professional secretary.

The company must also have a registered office in Singapore. ACRA requires that:

• it is a Singapore address, not a post office box;
• it is open and accessible to the public during normal business hours on each business day;
• it does not have to be the place where the business is actually carried on.

This is why many foreign-owned companies use a virtual office address for official correspondence while their operations are elsewhere. Changes of registered office or of company officers must be reported to ACRA through BizFile+ within 14 days.

How are Singapore companies taxed?

Singapore applies a flat corporate income tax rate of 17% on a company's chargeable income. In practice, small and new companies pay less because of two exemption schemes administered by IRAS:

• Start-up tax exemption, for each of the first three consecutive Years of Assessment: 75% of the first SGD 100,000 of normal chargeable income and 50% of the next SGD 100,000 are exempt.
• Partial tax exemption, for all other companies and from the fourth Year of Assessment: 75% of the first SGD 10,000 and 50% of the next SGD 190,000 are exempt.

The start-up exemption is not available to investment holding companies, property developers or branches of foreign companies. The company must be incorporated and tax resident in Singapore, have no more than 20 shareholders, and, where any shareholder is an individual, at least one individual must hold at least 10% of the ordinary shares (or all shareholders must be individuals).

For Year of Assessment 2026, IRAS also grants a corporate income tax rebate of 50% of the tax payable, capped at SGD 40,000, less any cash grant received under the same scheme.

Dividends. Singapore uses a one-tier corporate tax system: tax paid by the company is final, and dividends paid by a Singapore resident company to its shareholders are not taxed in Singapore in the shareholders' hands. Shareholders who live abroad should check how their own country taxes the dividends they receive.

Whether the company is tax resident in Singapore depends on where it is controlled and managed, so the way board decisions are taken matters for foreign-owned companies.

When does a company need to register for GST?

Goods and Services Tax (GST) is Singapore's consumption tax. The standard rate has been 9% since 1 January 2024. Registration is not automatic at incorporation; it depends on the company's taxable turnover:

• Retrospective test: if taxable turnover for a calendar year exceeds SGD 1 million, the company must apply for registration by 30 January of the following year;
• Prospective test: if the company can reasonably expect taxable turnover of more than SGD 1 million in the next 12 months, for example on the basis of signed contracts or confirmed purchase orders, it must apply within 30 days of that forecast;
• Voluntary registration: a company below the threshold may apply to register, which can be useful when its customers are businesses that recover GST, but it brings regular GST returns and record-keeping duties.

Sales targets or general market estimates alone do not trigger the prospective test. We review the expected turnover with you at the start, so that the registration is made on time and not earlier than it needs to be.

What are the annual obligations after incorporation?

A Singapore company has a fixed annual cycle, calculated from the financial year end chosen at incorporation:

• Estimated Chargeable Income (ECI): filed with IRAS within three months of the financial year end, unless the company's annual revenue is SGD 5 million or less and its ECI is nil;
• Annual general meeting (AGM): a non-listed company holds it within six months of the financial year end. A private company does not need to hold one if it sends its financial statements to all members within five months of the year end, or if all members pass a resolution to dispense with it;
• Annual return: filed with ACRA within seven months of the financial year end, usually with the financial statements in XBRL format, unless the company qualifies for an exemption;
• Corporate income tax return: Form C-S, Form C-S (Lite) or Form C is filed with IRAS by 30 November each year.

Audit. Unless exempt, a company must appoint an auditor within three months of incorporation. A private company qualifies as a small company, and is exempt from audit, if it meets at least two of three criteria: total annual revenue of SGD 10 million or less, total assets of SGD 10 million or less, and 50 employees or fewer. Shareholders holding at least 5% of the issued shares can still require an audit.

The company must also keep its registers up to date, including the register of members, the register of directors and the register of registrable controllers, and notify ACRA of changes to its officers, shareholders or address.

Can you move to Singapore to run the company yourself?

Owning a Singapore company does not give its shareholders or directors the right to live or work in Singapore. A foreign founder who wants to relocate needs a work pass from the Ministry of Manpower (MOM). The two passes most often relevant are:

• Employment Pass, for professionals and managers employed by the company. Candidates must pass a two-stage assessment: a minimum qualifying salary that rises with age (currently from SGD 5,600 a month for most sectors and SGD 6,200 in financial services, increasing to SGD 6,000 and SGD 6,600 for new applications from 1 January 2027), and the COMPASS points-based framework, where 40 points are required;
• EntrePass, for entrepreneurs who have started, or intend to start, a private limited company registered with ACRA, hold at least 30% of its shares, and whose business is venture-backed or owns innovative technologies. If the company is more than 12 months old at the time of application, MOM assesses it under the renewal criteria.

Holders of an Employment Pass can count as local residents for the director requirement. We can incorporate the company first and coordinate the timing with the work pass application, so that the structure and the pass match.

What is included in our service and what is not?

Our company formation service in Singapore starts from EUR 2,500. The exact quote depends on the structure, the number of shareholders and directors, and the extra services you need. As part of the incorporation we typically handle:

• checking and reserving the company name;
• the client due diligence that a corporate service provider must carry out before filing;
• preparing the constitution, the director and shareholder details and the incorporation documents;
• filing the incorporation with ACRA through BizFile+ as your corporate service provider;
• delivering the incorporation notice, the Unique Entity Number (UEN) and the business profile.

Not included in the base price

• state, notary and registry fees, which are charged separately;
• a nominee resident director, the company secretary after incorporation and the registered office address, which are quoted separately;
• bookkeeping, tax filings, GST returns and the annual ACRA filings;
• translations and certifications of foreign documents, where required;
• work pass applications and licences for regulated activities.

Before we start, you receive a written quote that lists each item, so you can see which services you need from the first day and which ones only become relevant later.